The Effects Of Mediated Communication On Businesses And...

In today’s modernized century, one can’t spend a whole day without interacting with people. People rely profoundly on the ease of text messages, emails and social media. The use of mediated communication has impacted businesses and personal relationships. Like everything, it has its advantages and disadvantages. Mediated communication has noticeably made improvements on a company’s productivity. It allows staff members to examine ideas, post news, ask and answer questions, and the rapid share of valuable information through e-mails, links, phone texts, or pictures that are essential to the growth and efficacy of the company. Also, permits the company to broaden business associates; attracts a varied audience, making it a convenient and useful recruitment instrument. Mediated communication can help expand market research, implements marketing movements, carries communications and guides interested people to precise websites. Furthermore, one issue with mediated communication is that they incline to be impersonal. Moreover, trying to make mediated communications seem more amicable or personalized runs the risk of being misjudged or perceived as unprofessional. Miscommunication is one of the main causes of workplace conflicts. Mediated communication provokes a high probability for hackers to compel fraud and launch spam and virus incidents. Increases the chance of people falling for online rip-offs that seem genuine, resulting in data orShow MoreRelatedSocial Media And Its Effect On Society1252 Words   |  6 Pagesassociate together and build relationships through community (Edosomwan, 2011). Social Media can be viewed as a medium to get a conversation to reach a larger audience by utilizing a concept called long tail. Long tail means conversations that can be conveyed in different forums (2011). Social Media does not have the limitations of traditional forms or communication such as meetings, phone calls, or emails. Use of Social Media websites has increased the channels of communication and its effectivenessRead MoreAdvantages And Disadvantages Of Social Media1177 Words   |  5 Pagesinformation. With easily obtainable information, people can effortlessly do research, and access and modify images and sounds. The easily accessible information is quite necessary for connecting people globally through the social media either for personal or business purposes. Despite the advantages, it can be argued that easily available information can be unreliable and misleading at times (Hudson et al 2016). For instance, Wikipedia can be accessed and edited by virtually everybody hence the informationRead MoreTechnology Has Changed The Way People Communicate983 Words   |  4 Pagestelephone replaced the telegraph. Today cell phones, email and the Internet top the list of preferred communication methods in society. As more businesses and educational institutions use technology to communicate, society seems to have accepted, if not embraced, the increased role technology now plays in daily lives. Age has an impact on an individual s preferred method of communication. Communication today is entirely different compared to thirty years ago. Today we communicate via text, email, InstagramRead MoreDoes Social Networking Have A Positive And Or Negative Affect On Individuals?942 Words   |  4 Pagesrelying on their social media accounts for everyday use. However, social networking has greatly influenced the way individuals communicate with one another. An example of the positive effects of social networking include: reconnecting and or connecting with friends/family, receiving information, and building relationships. Social media has a positive impact on individuals in society because individuals are able to connect with one another via email, twitter, facebook, instagram, snapchat, and etc. WithRead MoreManaging Emoji s Effectively Within A Managerial Context1264 Words   |  6 Pagesclarity, it is necessary to classify emoticons and emoji’s as the same. Emoji’s can be very useful in written business communication, however their use must be carefully considered, dependent on the business environment. Using emoji’s within the right context leads to a greater understanding of an individual’s personal emotion than more traditional forms of computer generated communication. When management uses emoji’s within in an appropriate setting, worker’s, especially those of the younger generationsRea d MoreThe Impact Of Technology On Nonverbal Communication1432 Words   |  6 Pageschallenging, what are these challenges and how does this affect the nonverbal communication; and do you think this form of communication causes inabilities to interact positively and work effectively with others. While communicating through new technologies and social media can be challenging at times for some, one must also remember that â€Å"nonverbal behaviors can be important in establishing trust in working relationships, but modern technologies may challenge our ability to maintain that trust† (NelsonRead MoreEnvironmental Activism And Its Impact On Society1495 Words   |  6 Pages In the past, environmental groups utilized alternative communication like direct mail, newsletters, magazine and newspaper articles, books, as well as colorful images of nature and wildlife displayed in coffee table books, calendars and posters (see Ch. 3 4). Environmental activism now extends to video, an imation, infographics, the web, mobile devices and content shared on social media (see Ch. 6 7). There is concern the majority of content caters to interested audiences. In my view, for theRead MoreThe World of Cyberspace and its Effects on Social Relationships2046 Words   |  9 Pagesthe various features of cyberspace, its connection to social media, and how it influences professional, intimate, and cordial relationships. Although many spectators are convinced that society’s frequent use of cyberspace has taken a turn down the wrong path, cyberspace has opened up many opportunities for professional relationships to establish, such as the relationship between Facebook usage and an increase in work values in Taiwan (Lin, Le, Khalil, Cheng, 2012). However, contradictory resultsRead MoreOnline Brand Engagement Is Different From Offline Engagement Essay1211 Words   |  5 Pagesto communicate and to socialize in ways that cannot be replicated by any offline interactive mediu m. Online brand engagement activity aims to create, shape and influence customers behavior differently compared to the offline one-way marketing communication. Consumers can download, read, watch, or listen to content provided by a company (Evans McKee, 2010). Consumers can also sort, filter, rate, or review a company’s content (Evans McKee). Moreover, consumers are able to comment, respond, provideRead MoreEffects of the Internet on Interpersonal Communication3943 Words   |  16 Pages[pic] Lyceum of the Philippines University-Batangas Capitol Site, Batangas City, 4200 Final Paper: The Effects of the Internet On Interpersonal Communication Presented to Dr. Neil P. Balba In Partial Fulfillment of the Requirements for the subject Advanced Educational Technologies (MA 709) Master of Arts Major in English Language Studies by: Ma. Anna Corina G. Kagaoan-Pablo April 29, 2011 EXECUTIVE SUMMARY The influence of the Internet has caused a change in the way we communicate, learn

Sustainability and Environmental Studies-Free-Samples for Students

Question: Analyse of Climate change and other Contemporary Environmental issues demonstrating understanding of the key issues of natural and Anthropogenic Climate Change, Environmental sustainability and Societys impact on the Environment. Answer: Climate change is also called as global warming. It is caused due to a rise in the average temperature on Earth. The scientific consensus establishes that the climatic change is caused due to the excess use of fossil fuel. The use of fossil fuel releases carbon dioxide and other greenhouse gases. These gases traps heat and cause a climatic change. This is impacting the ecosystem and increasing the sea-level (Intergovernmental Panel on Climate Change, 2014). The primary cause of climatic change and the other environmental issue is the excessive use of fossil fuel. These fossil fuels are harmful for the environment. Human activities are the major reason behind emission of greenhouse gases (Crate and Nuttall, 2016). The energy around Climatic change has a significant impact on the environment, economies and the communities. Some of the region experience extreme heat whereas other face problem of a slight cool weather. One of the most serious impacts of climate change is affecting the water resources around the world. Water has an effectual impact over the social issues like food supply, health, industry and transportation. The impact of climatic change can be seen in surrounding. It is leading to significant climatic change in the vulnerable areas. The climatic change has a serious impact on the forest and h species. These forests are supporting the countless species and ecosystem in different ways. The global meltdown of eyes is causing a huge impact on the Arctic and Antarctic Circle (Reed, 2013). The change in the climate has a huge impact on the health of the humans especially in the children. The climatic change is causing disease, freshwater shortage and smog. All this has an innumerable impact on the economic development. Human activities creates disturbance in the environment. Greenhouse gases are like a blanket protecting earth in a natural way. However these greenhouse gases build-ups the climatic changes. In order to gain a concrete result it is important to change the lifestyle. A warmer climate does have a significant impact on the flora and fauna. The climatic change is unavoidable and it is difficult for an individual to manage the changes taking place (Blowers, 2013). The impact of global warming has increased in the recent time. It is causing a continuous impact on the greenhouse gases emission and effecting the overall development. The atmosphere has contains more greenhouse molecules that creates high level of infrared emission. Rapid warming is creating an un usual environmental condition (Aldy and Pizer, 2015). Scientists around the world have asked for concrete actions to reduce the impact of global warming. A majority of group affirms that the climatic change is causing a great variation in the environment. The data analysis is in support of the climatic change. Some economist believes that by reducing the use of fossil fuel it is possible to undermine the climatic changes taking place. In past one decade there are substantial changes in the climatic situation. This is creating difficulty for the coming generation in meeting their basic requirements (Pearce, Barbier and Markandya, 2013). Climate change is related to ongoing hazards and their impact on the environment. They have a potential to pose a serious threat to the economic growth and development. Tackling the climatic change is the need of an hour. Climate change and poverty need to be culminated together. Seventy-five percent of the worlds poor population relies on the natural resources for their living. They are the one who suffers the most due to the climatic change. They have to deal with the drastic environmental change. One of the examples is 2004 tsunami or Haiti earthquake. The climatic change has long-term impact on the growth and development of a country. Climatic change impacts agricultural productivity (Suhendro, 2014). There can be a decline in the overall productivity due to exposure to climatic changes. It is expected that the South African Countries can see a fall in agricultural yield by 50 percent by 2050. Changing climatic pattern will have an over exposure to water. The melting glaciers and mountains are increasing the water level risking the life of people living near the water bodies. The sea level is increasing causing a misbalance in the ecosystem. The employment opportunities for the people living near the coastal areas are affected. The coastal infrastructure will also get affected due to climatic changes. The changing climatic condition is causing an imbalance in nature (Dunlap and Brulle, 2015). There is a need of global efforts to ensure sustainability. The industrialized countries are responsible for emitting greenhouse gases. It is only possible t achieve reduction if an effective approach is been taken. The whole world is seeing an immense growth in terms of industrialization. This is increasing the total amount of carbon emission. The change in climatic situation can have a long term impact on the surrounding. Some of the region experience extreme heat whereas other face problem of a slight cool weather. One of the most serious impacts of climate change is affecting the water resources around the world. The climatic change is putting a high amount of pressure on the biodiversity. Changing biodiversity has a long-term impact on the growth and development. This is causing danger to the species. If this trend continues we will witness an extinction of lot many animals species (Martens, 2014). Environmental sustainability is the most discussed topic creating an environmentally conscious society. The concept of environment sustainability has a link with the economic and social growth. The common purpose of environmental sustainability is to meet the results by generating awareness. This generation has to overcome lot many challenges in order to lead a stable life. Sustainability is a wider concept (Hackmann, Moser and St Clair, 2014). Development need to be done without compromising on future generation needs. Every individual is a part of the problem which is increasing the amount of pressure on ever single entity. One can gain positive result from the changing idea of all. It is important to take an initiative in order to meet the targets. Over and above there are multiple concerns regarding the environmental issues? Looking after the environmental needs it is essential to promote sustainable living in the nature; this will ensure growth at local and international level. By participating in the sustainable growth programs, it is possible to match up with the changing environmental process. To make a difference it is important to develop a proper process so that the goals could be matched up with the needs. In order t create a difference it is important to develop an effective measures to gain capabilities (Kirton, Schreurs and Von Moltke, 2013). An excessive pressure on environment is causing a huge impact on the growth and development. There is a necessity to match up with the growing concern and t develops a proper system to deal with the ongoing consequences. A strong procedure will allow in gearing up the situation. The current situation requires an n effective vigilance over the environmental activities. The climatic changes and sustainability has a long term impact on the growth and development. There is a need to take an effective measure so that the damage can be controlled. In the recent time, environmental awareness has increased multi-dim ensionally. It is now a proven fact that the primary cause of climatic change and the other environmental issue is the excessive use of fossil fuel. These fossil fuels are harmful for the environment. Human activities are the major reason behind emission of greenhouse gases (Howard-Grenville, et al 2014). To manage the situation it is important to develop better tools so that the future generation can deal with the problem. Environmental issues are increasing day by day creating an immense pressure on globe. It is the time to figure out an appropriate model to reduce the burden on environment. Changes taking place in the environment can be felt by each and every individual around. This is important to get an effective framework so that the consequences can be reduced. In order to reduce its impact of Climate change and poverty need to be culminated together. Seventy-five percent of the worlds poor population relies on the natural resources for their living. In such a situation there is a necessity to find out special measures to reduce the amount of consequences on the ecological balance. The balance can only be created if one is able to manage the environment in a better way. The climatic conditions need to be improved by plating more trees. Natural resources need to be used judicial ly with a focus on development. Sustainable development can be achieved by balancing the present and future needs. This will promote immense growth and development. References Aldy, J.E. and Pizer, W.A., 2015. The competitiveness impacts of climate change mitigation policies.Journal of the Association of Environmental and Resource Economists,2(4), pp.565-595. Blowers, A. ed., 2013.Planning for a sustainable environment. Routledge. Crate, S.A. and Nuttall, M. eds., 2016.Anthropology and climate change: from encounters to actions. Routledge. Dunlap, R.E. and Brulle, R.J. eds., 2015.Climate change and society: Sociological perspectives. Oxford University Press. Hackmann, H., Moser, S.C. and St Clair, A.L., 2014. The social heart of global environmental change.Nature Climate Change,4(8), p.653. Howard-Grenville, J., Buckle, S.J., Hoskins, B.J. and George, G., 2014. Climate change and management.Academy of Management Journal,57(3), pp.615-623. Intergovernmental Panel on Climate Change, 2014.Climate Change 2014Impacts, Adaptation and Vulnerability: Regional Aspects. Cambridge University Press. Kirton, J.J., Schreurs, M.A. and Von Moltke, M.K., 2013.The social construction of climate change: Power, knowledge, norms, discourses. Ashgate Publishing, Ltd.. Martens, P., 2014.Health and climate change: modelling the impacts of global warming and ozone depletion. Routledge. Pearce, D., Barbier, E. and Markandya, A., 2013.Sustainable development: economics and environment in the Third World. Routledge. Reed, D., 2013.Structural adjustment, the environment and sustainable development(Vol. 7). Routledge. Suhendro, B., 2014. Toward green concrete for better sustainable environment.Procedia Engineering,95, pp.305-320.

Why is it so Hard to Formulate and Implement U.S. National Security Strategy

Introduction A national security strategy by definition is a document outlining national security issues and the plans or methodology on how to deal with issues. In the US the document is prepared by the executive and then handed over to the congress for discussions. The document gives the main concerns on the US national security and the means to deal with them.Advertising We will write a custom coursework sample on Why is it so Hard to Formulate and Implement U.S. National Security Strategy? specifically for you for only $16.05 $11/page Learn More In the recent years, the US has tried to enhance and improve their security alerts due to the increase in rates of crime as well as their involvement in various wars that expose the country to enemies. This paper focuses on why it is so hard to formulate and implement U.S. national Security strategy. Why is it so Hard to Formulate and Implement U.S. National Security Strategy? The formulation and implementati on of a national security strategy starts by answering a few questions such as who is the enemy, the objectives of the strategy, what is the outcome of a successful strategy, what is to win on security and the evaluation of the risks associated with counter attacks by terrorists (Axe, Malou and Reich 1). The United States has not yet managed to answer these questions which have made it difficult for the nation to formulate and implement a security strategy (Axe, Malou and Reich 1). The changes in leadership have led to difficulties in formulation and implementation of national security strategy because; every president comes with his/her team of policy makers. The new team rather than taking over from where the first team hard reached, it goes back to the starting point. In case a new government comes in before the current team achieves its objectives, the process goes back to the start (U.S. Department of State 1-18). The use of several national security structures that are involve d in matter pertaining to security make the formulation and implementation difficult due to the structures differences and inability to come to a consensus on the issues (JCS 1-8). This even becomes worse if some of the structures proof to be superior to others. This gives support to President Obama idea to merge the National and Homeland Security Councils. Lack of enough anticipation by the US on their enemy makes it hard for them to formulate and implement the national security strategy (Boone 79).Advertising Looking for coursework on homeland security? Let's see if we can help you! Get your first paper with 15% OFF Learn More Similarly, in measuring the outcomes of a security strategy, there must be evaluation of the anticipated outcomes as stipulated in the strategy. The US has been unable to anticipate the outcomes of the national security strategy which have led to difficulties in the formulation and implementation (Seth and Treverton 4-6). Another difficulty fac ed in the formulation and implementation of national security strategy is the financial problems. National security formulation and implementation requires a lot of money which is even worse when a country engages in a war. The US has also faced financial challenges where the government has to spend wisely the taxpayers’ Dollars to prevent the country from financial crisis (Obama 34). One of the main objectives of US security is the reverse of biological and nuclear weapons (Obama 23). This makes it difficult for US in the formulation and implementation of national security strategy as it has risks to the whole world. Formulation and implementation of strategies on this requires a good approach not to jeopardise the world security. Similarly, the advanced technology has enhanced the difficulties in formulation and implementation. The terrorists’ technology has advanced as the security technology advances which make it hard for the security team to counter the terrorist s Works Cited Axe, David, Malou Innocent, Jason Reich. â€Å"Defining Victory to Win a War†. Foreign Policy. 6 Oct. 2009. Web. https://foreignpolicy.com/2009/10/06/defining-victory-to-win-a-war/. Boone, Bartholomees. U.S. Army War College: Guide to National Security Policy and Strategy (second edition). Washington: US Government Press, 2006. Print. Obama, Barrack. US National Security Strategy. Washington: The White House, 2010. Print.Advertising We will write a custom coursework sample on Why is it so Hard to Formulate and Implement U.S. National Security Strategy? specifically for you for only $16.05 $11/page Learn More Seth, Jones and Gregory Treverton. Measuring National Power. Santa Monica: RAND Corporation, 2005. Print. The Joint Chiefs of Staff (JCS). Overview of the National Security Structure. The Joint Chiefs of Staff. Web. U.S. Department of State. Office of the Historians. History of the National Security Council. Washington, Bureau o f Public Affairs, 1947-1997. This coursework on Why is it so Hard to Formulate and Implement U.S. National Security Strategy? was written and submitted by user Axel Allison to help you with your own studies. You are free to use it for research and reference purposes in order to write your own paper; however, you must cite it accordingly. You can donate your paper here.

How to Start a Publishing Company in 5 Steps the 2019 Edition

How to Start a Publishing Company in 5 Steps the 2019 Edition How to Start a Publishing Company in 2019 If you’ve ever watched the reality show Shark Tank, you may have found yourself daydreaming about starting your own business. And if you’re an indie author who’s learning the self-publishing ropes, you might be wondering if you should  start your own publishing business - as opposed to just doing everything under your own name.So before we get to the details of how to start a publishing company, let’s start by addressing that question first: should you start a publishing company? The answer might be yes if you:Are publishing one or more series of books (the hassle of starting a company might not be worth it if you’re looking to publish just one title)Are working in an area with a higher risk of liability (such as health-related or technical books) - or are simply looking for added protection of your personal assetsAre looking to operate as a â€Å"professional† writer (as opposed to a â€Å"hobbyist† writer)Have a concrete brand th at you would like to expand to include similar books by other authorsIf these criteria don’t apply to you, you’re likely better off publishing your books under your own name. But if they ring a bell, then this guide to starting a publishing company is a great place to start.Note: this advice is not coming from legal professionals, and any business ventures should be taken after consideration of local laws and consulting with professionals. What follows mainly applies to starting a company in the United States.Disclaimer withstanding, let’s get started! Should you start your own publishing company? Learn how to answer that question. The benefits of starting your own publishing companyTo help you better understand whether this is the right time for you to start your own publishing company, let’s look at the benefits a little closer.Air of professionalismWhile self-publishing is a major accomplishment that should be viewed with pride, many bookstores and libraries will not stock their shelves with books clearly published by authors. In addition, readers are often less likely to purchase an obviously self-published title as they’d prefer to go with books that have been vetted by publishers - which of course means they’re missing out on some great reads! This is just how author Joseph Alexander grew his own publishing business (and became a self-published millionaire in the meantime). While writing and publishing a series of non-fiction books about learning guitar, Joseph spent a good deal of time building his web presence and learning about branding. His sales began to take off and other musicians began approaching him to publish their own books. As Joseph says, â€Å"We split the profits 50/50. I grew my publishing company and they got great royalties.† His publishing company, Fundamental Changes, now boasts a long list of bestselling titles. Tips for starting your own publishing company #selfpub Tips for starting a publishing companyBefore you can fire up the presses and take the publishing world by storm, there are a few T’s to cross and I’s to dot to give your business the best chance for success.Evaluate your goals to startStarting a publishing company requires authors to fully become an entrepreneur in their own right and is not an endeavor to be taken lightly. If you’re toying with the idea, here are a few questions to ask yourself:Why do you want to start a publishing company?What kind of books do you want to publish?Will you publish your books only, or titles from other authors, too?What income range are you expecting this business to yield?How do you see your business growing in the next year? 5 years? Ten years?These are questions you should readily and passionately be able to answer before you get started, as they will affect your business decisions.Establish your business structureWe know, we know, can’t we just skip ahead to the fun pa rt, like choosing a company name? Not just yet, there’s some important groundwork to be laid first, like deciding exactly what type of company you are looking to start.Businesses come in many shapes and forms. When it comes to publishing in most territories, the main choices are:Sole proprietorship: a business operated and owned by one person. The simplest business form, but not the most risk-free (keep reading).Corporation: a group of people or an organization authorized to manage the company as a single entity. A more complex business form.Partnership: two or more parties contractually agree to manage and operate a businessLLC: provides the protection of assets that a corporation receives with versatility and pass-through tax benefits of a partnership or sole proprietorship (meaning a business taxes can be paid through someone’s personal tax return).Most authors will decide to start their own publishing companies as an LLC or sole proprietorship, as these are the mos t flexible and simple business forms of the bunch. However, our personal suggestion is that you set up as an LLC. As mentioned before, LLCs offer the most liability protection, meaning your personal assets are protected from any debts incurred by the business.For more information on what structure best suits your goals, check out the Small Business Administration.Choose a company nameAfter all that business talk it’s time to have some fun: it’s time to christen your publishing company! Here’s a couple of things to keep in mind when deciding on a name:Branding. What market or niche are you targeting? In which genre does your company publish? These questions will help you refine your company’s brand - and its name should be a reflection of that. If you’re planning to publish middle-grade fiction primarily, choose a name that reflects that. Take a look at other publishing companies to get a sense of how their name reflects their brand.Relatability. W e live in a fast-paced world and your allotted time frame to capture someone’s attention is slim to none. So it pays to be strategic when coming up with a name, and to use words that readers will already be familiar with. If there’s a made-up word you really want to use, ask yourself what it will communicate - if anything - to people at first glance.Keep it short and to the point. Superkalifragilistikexpialigetisch Press isn’t a smart move.Don’t use the word â€Å"Inc.† unless you are actually planning to incorporate your businessFinally, make sure whatever name you choose hasn’t already been taken! Check if the name is already trademarked and then search for the availability of the URL-version on a domain registrar site like GoDaddy.Make it officialJust because you’ve had business cards printed, doesn’t mean your business is live yet. There are still a few more ducks to get in a row. Just to name a few...Obtain your Employer Identification Number (EIN) This is a nine-digit number provided by the IRS that includes information about the state the business is registered in. Think of it a bit like your company’s social insurance number. Learn more here.Set up a business bank account After you’ve received an EIN, you can register for a business bank account which will allow you to keep your business and personal finances separate. This will ensure your personal assets are protected should a lawsuit ever arise (knock on wood, this is just a precaution!) and it will make it easier for you come tax season.Also, consider setting up a PayPal account for online transactions.Set up an accounting system Stifle that yawn, because this is an important, can’t-be-overlooked step! Whether you’re using a free resource like Google Sheets, a paid tool like Quickbooks, or outsourcing accounting work to a professional, nailing your bookkeeping practices down from the start is essential. It will help you track which of your efforts are paying off and ensure you have a record of all expenses which will be handy for tax write-offs.Here are a few pieces of accounting software that might come in handy:Quickbooks. With over 4.8 million users worldwide, it’s one of the most popular accounting applications. While it has a vast number of tools for all kinds of business (brick and mortar, e-commerce, home-based, etc.), it caters especially to small businesses.Freshbooks. A great option for invoicing needs, it allows users to easily add billable time and expenses, customize the look of the invoice, and set up recurring invoices, automatic payment reminders, and late fees.Zoho Books. This is a good option for very small businesses looking for a simple solution. It offers basic accounting features, with the option to integrate and access advanced tools as your business grows.Wave Financial. If you’re looking for a free option, this might be your best bet. It doesn’t have any bells and whistles, but it does offer no-charge, cloud-based accounting functions designed specifically for small businesses.Register your domain name When people want to know more about your company, it’s likely their natural response will be to Google it. A website is the best way to capture those interested leads and to tell people more about your business. Again, we recommend GoDaddy for this.Grow your teamTrust us, your publishing company will only get by with a little help from some friends. Professional ones, hopefully, with lots of experiencing in publishing. Growing your team is especially necessity if you want to become one of the big players in publishing.Launching successful titles comes with a lot of specialized work, such as editing, cover design, interior formatting, web design, marketing, etc. Luckily you can turn to online marketplaces (such as Reedsy!) to hire those services - and you don’t need to break the bank at the same time. One of the benefits of starting a publishing company these days is that you can keep things pretty lean by building a network of freelancers you trust, without getting tie d down to a head-count.And you won’t be alone: more and more traditional publishers are looking to freelancers to help develop books.We hope this information helps you decide whether starting a company is the right path for you, and, if so, how to start a publishing company that hits the ground running.Starting a business comes with its fair share of ups and downs; learnings and mistakes. If you’ve started your own publishing company, help spread the knowledge by sharing your experiences! And, as always, any thoughts or questions are encouraged in the comments below.

Case Briefing and Problem Solving

doesn’t owe an ethical duty to remove the product from the market unless the company doesn’t warn its customers of the danger they can meet upon misuse of the product. If the company takes all the measures to warn their customers of the danger of the product once it’s misused, customers have knowledge of the risk and voluntarily assume it. For example, the use of any antibiotics with the alcohol can lead to many harmful processes and activities. Nevertheless, pharmaceutical companies don’t remove these products from the market because of that. It’s a customer’s responsibility to use the product properly. Case problems 8–1 Business Ethics. Jason Trevor owns a commercial bakery in Blakely, Georgia, that produces a variety of goods sold in grocery stores. Trevor is required by law to perform internal tests on food produced at his plant to check for contamination. Three times in 2008, the tests of food products that contained peanut butter were positive for salmonella contamination. Trevor was not required to report the results to U. S. Food and Drug Administration officials, however, so he did not. Instead, Trevor instructed his employees to simply repeat the tests until the outcome was negative. Therefore, the products that had originally tested positive for salmonella were eventually shipped out to retailers. Five people who ate Trevor’s baked goods in 2008 became seriously ill, and one person died from salmonella. Even though Trevor’s conduct was legal, was it unethical for him to sell goods that had once tested positive for salmonella? If Trevor had followed the six basic guidelines for making ethical business decisions, would he still have sold the contaminated goods? Why or why not? The issue in this case problem is whether Trevor’s actions were unethical. In my opinion it was unethical for Jason Trevor to sell goods that had once tested positive for salmonella. Salmonella is a bacterium that can cause many illnesses. Two basic ethical approaches can be applied to this case. Firstly, Trevor should’ve thought about his customers from the religious position. He could’ve foreseen that products positive tested on salmonella would harm people inevitably. Secondly, he had to consider the outcome of this sale. He didn’t think about the consequences that can follow. He acted negligent by letting his employees ship the products to the retailers. If Trevor followed the six basic guidelines for making ethical business decisions he would not have sold the contaminated goods to the public. Having five people seriously ill and one person died because of the contaminated products harms the name of the brand associated with this incident. Thus, company loses its customers and, as a result, part of the revenues. I think Trevor also should feel guilty about what happened to those people meaning that on the Conscience step, which is the 4th guideline, he would’ve reconsidered his actions and probably changed his mind. I guess he would’ve not been happy to be interviewed about the actions he was about to take. And the next step, which is Promises to his customers, would’ve made him doubt his decisions because of the trust of the customers that he held in his hands. And I am sure Trevor’s hero would not have acted the way that can harm people. Thus, Trevor would not have sold the contaminated goods had he followed the basic guidelines for making ethical business decisions. Brody v. Transitional Hospitals Corporation United States Court of Appeals, Ninth Circuit, 280 F. 3d 997 (9th Cir. 2002). http://caselaw. findlaw. com/us-9th-circuit/1019105. html FACTS Jules Brody and Joyce T. Crawford filed a class action complaint against Transitional Hospitals Corporation (THC) and its officers on August 28, 1997 accusing THC of unlawful insider trading after THC bought 800,000 shares of its stock between February 26 and February 28 without first disclosing that Vencor and other parties had expressed interest in THC. In addition, Brody and Crawford claimed that THC, in its March 19 and April 24 press releases, materially misled them about THC’s intention to sell the company. The district court granted the defendant’s motion to dismiss the claims. The plaintiffs appealed to the US Court of Appeal, Ninth Circuit. ISSUE Are Brody and Crawford the proper plaintiffs to sue THC for damages for violation of the statute and rule? regarding the insider trading? DECISION No. US Court of Appeal, Ninth circuit, affirmed the district court’s decision to dismiss Brody and Crawford’s complaint for failure to state a claim upon which relief can be granted. REASON The Court noted that plaintiffs did not meet a contemporaneous trading requirement, a judicially-created standing requirement, which specified in Section 14(e) and Rule 14e-3 that the plaintiffs must have traded in a company’s stock at about the same time as the alleged insider. In addition, the Court decided that the plaintiffs’ complaint must specify the reason or reasons why the statements made by THC in its press releases were misleading. Brody and Crawford argued that in order for statement not to be misleading, â€Å"once disclosure is made, there is a duty to make it complete and accurate†, for which the Court found no support in the case law. The case law? only prohibits misleading and untrue statements, not statements that are incomplete. FOOTNOTES: ? Sections 10(b), 14(e), and 20(a) of the Exchange Act, 15 U. S. C.  §Ã‚ § 78j (b), 78n (e), and 78t (a), and Rules 10b-5 and 14e 3, 17 C. F. R.  §Ã‚ § 240. 10b-5 and 240. 14e-3, promulgated thereunder by the Securities Exchange Commission (â€Å"SEC†) ? Rule 10b-5 and Section 14(e) Full case: BRODY v. TRANSITIONAL HOSPITALS CORPORATION Jules BRODY; Joyce T. Crawford, Plaintiffs-Appellants, v. TRANSITIONAL HOSPITALS CORPORATION; Wendy L. Simpson; Richard L. Conte, Defendants-Appellees. No.? 99-15672. Argued and Submitted July 11, 2001. — February 07, 2002 Before: HALL, WARDLAW and BERZON, Circuit Judges. Jeffrey S. Abraham, New York, NY, for the plaintiffs-appellants. Mark R. McDonald, Morrison Foerster, Los Angeles, CA, for the defendants-appellees. In this case we address several securities fraud issues, centering on whether a plaintiff must have traded at about the same time as the insider it allege violated securities laws. ? Jules Brody and Joyce T. Crawford brought suit against Transitional Hospital Corporation (â€Å"THC† or â€Å"the company†) and its officers claiming violations of the Securities and Exchange Act of 1934 (â€Å"Exchange Act†) and state law because the defendants both traded in reliance on inside information and released misleading public information. ? The district court granted the defendant’s motion to dismiss for failure to state a claim. Brody and Crawford now appeal the district court’s order on several grounds. BACKGROUND In determining whether the complaint states a claim upon which relief could be granted, we assume the facts alleged in the complaint to be true. ?Ronconi v. Larkin, 253 F. 3d 423, 427 (9th Cir. 2001). ? The facts alleged in the complaint are as f ollows: THC was a Nevada corporation that delivered long-term acute care services through hospitals and satellite facilities across the United States. ? In August 1996, the company announced its plan to buy back from time to time on the open market up to $25 million in company stock. Two months later, THC expanded the repurchase plan to $75 million. On February 24, 1997, Vencor, Inc. submitted to THC’s board of directors a written offer to acquire the company for $11. 50 per share. ? THC did not disclose this offer publicly. ? Between February 26 and February 28, THC purchased 800,000 shares of its own stock at an average price of $9. 25 per share. ? This $7. 4 million buy-back was in addition to another $21. 1 million that THC had spent purchasing its stock in the three month period that ended on February 28, 1997. The plaintiffs do not allege that the total repurchase exceeded $75 million. THC issued a press release on March 19, 1997, detailing the progress and extent of it s stock repurchase program. ? The press release did not mention Vencor or any other party’s interest in acquiring THC. The plaintiffs argue that because of this omission, the March press release was misleading. On April 1, 1997, Vencor increased its offer to purchase THC to $13 per share. ? In the next few weeks, THC also received offers from two other competing bidders. ? On April 24, after receiving all hree offers, THC issued another press release, stating that the company had â€Å"received expressions of interest from certain parties who have indicated an interest in acquiring† it. ? The same document also stated that THC had hired â€Å"financial advisers to advise the company in connection with a possible sale. † ? The plaintiffs argue that this press release was also misleading; because it did not state that substantial due diligence had already taken place, that THC had received competing offers exceeding $13 per share, or that a THC board meeting would take place two days later to consider these offers. At the board meeting, the THC board voted to negotiate a merger agreement with Select Medical Corporation (â€Å"Select†). ? On May 4, THC publicly announced that it and Select had entered into a definitive merger agreement and that Select would purchase THC at $14. 55 per share. ? Vencor thereupon threatened a hostile takeover. ? To fend off that maneuver, THC ultimately agreed, on June 12, to a takeover by Vencor rather than Select, at $16 per share. Brody and Crawford sold shares at times that sandwich the April 24 press release. ? Two days before that press release was issued, Crawford sold 500 shares at $8. 75 per share. ? Brody sold 3,000 shares of THC stock at $10. 50 per share on April 24, just after the press release was made public. ? The plaintiffs argue that had they not been misled by THC, they would have held onto their shares, and benefitted from their subsequent increase in value. Brody and Crawford filed a class action complaint against THC and its officers on August 28, 1997. ? In addition to alleging violations of Nevada state law, Brody and Crawford alleged violations of Sections 10(b), 14(e), and 20(a) of the Exchange Act, 15 U. S. C.  §Ã‚ §? 78j(b), 78n(e), and 78t(a), and Rules 10b-5 and 14e 3, 17 C. F. R.  §Ã‚ §? 240. 10b-5 and 240. 14e-3, promulgated thereunder by the Securities Exchange Commission (â€Å"SEC†). ? These claims focus on two aspects of THC’s course of action: Brody and Crawford accuse the company of illegal insider trading because THC repurchased 800,000 shares of its stock between February 26 and February 28 without first disclosing that Vencor and other parties had expressed interest in THC. In addition, Brody and Crawford claim that THC, in its March 19 and April 24 press releases, materially misled them about THC’s progress toward its eventual merger. The district court dismissed all of Brody and Crawford’s claims. ? In so doing, the district court held that Brody and Crawford are not proper parties to assert any insider trading claims, as Brody and Crawford did not trade contemporaneously with THC. In addition, the district court decided that the plaintiffs failed to state a claim under Rule 10b-5 or any other law based on materially misleading information, as the press releases were not misleading under the applicable standards. The plaintiffs appeal these aspects of the district court’s dismissal. We review de novo the district court’s dismissal for failure to state a claim pursuant to Federal Rule of Procedure Rule 12(b)(6). ?Zimmerman v. City of Oakland, 255 F. 3d 734, 737 (9th Cir. 2001). DISCUSSION A.? Insider Trading As they pertain to insider trading, Section 10(b), Rule 10b-5, Section 14(e) and Rule 14e-3 make it illegal in some circumstances for those possessing inside information about a company to trade in that company’s securities unless they first disclose the information. See, e. g. , United States v. Smith, 155 F. 3d 1051, 1063-64 (9th Cir. 998). ? This type of prohibition is known as an â€Å"abstain or disclose† rule, because it requires insiders either to abstain from trading or to disclose the inside information that they possess. The district court dismissed the insider trading claims, holding that the named plaintiffs could not assert them because they did not trade contemporaneously with THC. On appeal, Brody and Crawford argue that nothing in the applicable securities laws requires investors to have traded contemporaneously with insiders in order to maintain a suit for insider trading. In addition, they argue that even if such a requirement exists, they in fact did trade contemporaneously with THC. 1.? Section 10(b) and Rule 10b-5 Neither section 10(b)1 nor Rule 10b-52 contain an express right of action for private parties. ? The Supreme Court has h eld, however, that proper plaintiffs may sue for damages for violation of the statute and rule. ? See Superintendent of Ins. v. Bankers Life and Cas. Co. , 404 U. S. 6, 13 n. 9, 92 S. Ct. 165, 30 L. Ed. 2d 128 (1971). Because neither the statute nor the rule contains an express right of action, they also do not delineate who is a proper plaintiff. ? In the absence of explicit Congressional guidance, courts have developed various â€Å"standing† limitations, primarily on policy bases. 3 For example, in Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 95 S. Ct. 1917, 44 L. Ed. 2d 539 (1975), the Supreme Court held that to bring an insider trading claim under Rule 10b-5, a plaintiff must have traded in the same stock or other securities as the insider trader. The contemporaneous trading requirement, at issue in this case, is another judicially-created standing requirement, specifying that to bring an insider trading claim, the plaintiff must have traded in a company’ s stock at about the same time as the alleged insider. ?In Neubronner v. Milken, 6 F. 3d 666, 669 (9th Cir. 1993), the Ninth Circuit adopted a contemporaneous trading requirement for Section 10(b) and Rule 10b-5 actions. ? See also In re Worlds of Wonder Sec. Litig. , 35 F. 3d 1407, 1427 (9th Cir. 1994). Neubronner explained that two reasons animate this rule: First, â€Å"noncontemporaneous traders do not require the protection of the ‘disclose or abstain’ rule because they do not suffer the disadvantage of trading with someone who has superior access to information. † ? 6 F. 3d at 669-70 (quoting Wilson v. Comtech Telecommunications Corp. , 648 F. 2d 88, 94 95 (2d Cir. 1981)). ? Second, the contemporaneous trading requirement puts reasonable limits on Section 10(b) and Rule 10b-5’s reach; without such a limitation, an insider defendant could be liable to a very large number of parties. Id. at 670. Brody and Crawford offer two reasons why the contemporane ous trading rule adopted in Neubronner should not here apply. ? First, they argue that the rule does not make sense, as a matter of statutory interpretation. ? In other words, they request that we declare that Neubronner’s interpretation of Section 10(b) and Rule 10b-5 was incorrect. ? Although the decision in Neubronner is not beyond debate, we do not consider the question further, as a Ninth Circuit panel may not overrule a prior Ninth Circuit decision. ?Hart v. Massanari, 266 F. 3d 1155, 1171 (9th Cir. 2001). Brody and Crawford attempt to avoid this precedential barrier by claiming that Neubronner’s implementation of the contemporaneous rule was dictum, and therefore not binding on us. ? It was not. ?Neubronner explicitly described its ruling regarding the contemporaneous trading requirement as a â€Å"holding. † ? 6 F. 3d at 670. ? In addition, the determination was a necessary predicate for the case’s ultimate conclusion that contemporaneous trading must be pleaded with particularity. ? Id. at 673. Brody and Crawford’s second submission in avoidance of Neubronner is that United States v. O’Hagan, 521 U. S. 642, 117 S. Ct. 2199, 138 L. Ed. 2d 724 (1997), overruled Neubronner. ? That assertion is simply wrong. ? O’Hagan, which was a criminal case, addressed neither the contemporaneous trading requirement in private actions nor any other standing rule. ? Instead, by approving of an expansive concept of who qualifies as an insider under Section 10(b), the Supreme Court in O’Hagan clarified that more defendants may be liable under Section 10(b) than some courts have previously thought. ? Id. at 650, 117 S. Ct. 2199. ? In so doing, the Supreme Court did not alter pre-existing notions concerning whom insiders harm when they trade based on privileged information. Brody and Crawford next argue that even if the Section 10(b) and Rule 10b-5 contemporaneous trading requirements remain, the court should define contemporaneous trades as trades that take place within six months of one another. ? Under this definition, Brody and Crawford would have standing, as they sold their stock just under two months after they allege THC bought the large block of stock in February. [3]? In Neubronner, this court did not decide the length of the contemporaneous trading period for insider trading violations under Section 10(b) and Rule 10b-5, 6 F. d at 670, nor has this court decided the question since. ? Because the two-month time period presented by the facts of this case exceeds any possible delineation of a contemporaneous trading period, it is not necessary in this case either to define the exact contours of the period. ? We simply note that a contemporaneous trading period of two months would gut the contemporaneous trading rule’s premise-that there is a need to filter out plaintiffs who could not possibly have traded with the insider, given the manner in which public trades are transacted. 2.? Section 14(e) and Rule 14e-3 Brody and Crawford also argue that the district court erred in dismissing their claims under Section 14(e)4 and Rule 14e-35 by holding that insider trading actions brought under Section 14(e) and Rule 14e-3 must also conform to a contemporaneous trading requirement. ? In making this argument, the plaintiffs urge that we hold for them on two matters of first impression: (1) whether a private right of action exists under Rule 14e-3; and (2) if a private right of action does exist, whether it contains a contemporaneous standing requirement. We can assume, without deciding, that a private right of action exists under Rule 14e-3, for we see no reason why the same contemporaneous trading rule that applies under Rule 10b-5 would not apply in such an action. ?As noted, this court has definitively adopted a contemporaneous trading requirement under Rule 10b-5. ? Although Rule 14e-3 differs in some respects from Rule 10b-5, (and was adopted in order to plug some ho les the SEC perceived in Rule 10b-5),6 its core, like the core of Rule 10b-5, is an â€Å"abstain or disclose† requirement. And, as is true of the â€Å"abstain or disclose† requirement of Rule 10b-5, the similar requirement of Rule 14e-3 is designed to prevent the disadvantage that inheres in trading with an insider with superior access to information. ?45 Fed. Reg. 60411-12 (1980). ? So we would have to have some excellent reason to adopt a different standing rule under Rule 14e 3 from the one we use under Rule 10b-5. ? We are convinced that there is no basis for drawing such a distinction. The best candidate appellants have advanced as a basis for differentiating the standing requirement under the two Rules is Plaine v. McCabe, 797 F. d 713 (9th Cir. 1986). ?Plaine held that a plaintiff suing under Section 14(e) need not have traded at all, let alone contemporaneously. ? Id. at 718. The fulcrum of Plaine was a distinction suggested by Piper v. Chris-Craft Indus. , I nc. , 430 U. S. 1, 38-39, 97 S. Ct. 926, 51 L. Ed. 2d 124 (1977), between the types of shareholder protections contained in Sections 10(b) and 14(e): Piper noted that while Section 10(b) was enacted to protect only individuals who actually traded in stocks, Section 14(e) can be understood as protecting not only those who buy or sell stocks but also shareholders who decide not to trade. 430 U. S. at 38-39, 97 S. Ct. 926. ? Because Rule 14e-3 was promulgated under Section 14(e), the argument that a plaintiff who alleges insider trading under Section 14(e) or Rule 14e-3 need not worry about the contemporaneous trading requirement-because he need not have traded at all-has some initial plausibility. On a closer examination, however, Plaine does not speak to the issue at hand. Rather, Plaine focused only on non-insider trading claims brought under Section 14(e), and did not consider the standing requirements for an insider trading claim brought under Rule 14e-3. Section 14(e) broadly pro hibits â€Å"fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer;† it does not contain any specific reference to insider trading. ? Rule 14e-3, on the other hand, focuses on one type of behavior, insider trading, whose prohibition is thought to prevent fraudulent, deceptive, or manipulative acts. ? See O’Hagan, 521 U. S. at 672-73, 117 S. Ct. 2199. ? In accordance with its specific, prophylactic focus, Rule 14e-3 applies to a different set of behaviors than does Section 14(e): Section 14(e) centers on the actual tender offer, whereas Rule 14e-3 regulates illegal insider trading that takes place while a tender offer is under consideration. ? As appellants’ brief states, â€Å"[a]ll the elements of a Section 14(e)/Rule 14e-3 insider trading violation are supplied by the language of Rule 14e-3. A comparison of the facts in Plaine with the facts in this case illustrates the difference between the Section 14(e) claim conside red in Plaine and the Rule 14e-3 claim considered here. ? Plaine held shares in a company subject to a tender offer. ? She complained that false information in proxy materials had induced other shareholders to tender their shares. ? Because so many other shareholders tendered their shares, the merger went through at a price Plaine viewed as inadequate. Although Plaine did not tender her shares, the court ruled that she alleged injury occurring as a result of fraudulent activity in connection with a tender offer and had standing to assert her claim. ?797 F. 2d at 717. ? Plaine did not, however, allege insider trading, and therefore could not have made out a claim under Rule 14e-3. Brody and Crawford, on the other hand, did allege insider trading but did not allege that THC manipulated the tender offer process through the use of false information or by any other means. ? As such, the facts in the current case present a very different situation than that presented in Plaine. The circum stances do, however, bear a much closer resemblance to those in Neubronner, a Rule 10b-5 case centering around accusations of insider trading in violation of an abstain-or-disclose requirement. ? See Neubronner, 6 F. 3d at 667. Despite the similarities of the issues here and in Neubronner and between Rules 10b-5 and 14e-3, as applied to insider trading allegations, Brody and Crawford emphasize the differences between the Rules. ? Unlike Rule 10b-5, Rule 14e-3 does not require proof that a person traded on information obtained in violation of a duty owed to the source of the inside information. Instead, Rule 14e-3(a) creates a duty for a person with inside information to abstain or disclose â€Å"without regard to whether the trader owes a pre-existing fiduciary duty to respect the confidentiality of the information. † ? O’Hagan, 521 U. S. at 669, 117 S. Ct. 2199 (quoting United States v. Chestman, 947 F. 2d 551, 557 (2d Cir. 1991) (en banc)). ? Although Rule 14e-3 thus expands the notion of who is an insider, it does not follow that the Rule also expands the class of shareholders who may complain when an insider trades without disclosing insider information. As a result, the fact that Rule 10b-5 and Rule 14e-3 are not identical does not lead to the conclusion that one has a contemporaneous trading requirement and the other does not. More importantly, perhaps, in this case, the allegation is that THC traded in its own stock on the basis of inside information. ? Such allegations would state a â€Å"†¦Ã¢â‚¬Ëœtraditional’ or ‘classical’ theory of insider trading liability [under] Rule 10b-5 based on ‘a relationship of trust and confidence between the shareholders of a corporation and those insiders who have obtained information by reason of their position with that corporation. †¦Ã¢â‚¬  ? O’Hagan, 521 U. S. at 651-652, 117 S. Ct. 2199 (quoting Chiarella, 445 U. S. at 228, 100 S. Ct. 1108). ? As such, this case is one that could be-and indeed, was-brought under both Rule 10b-5 and Rule 14e-3, and as to which any differences between the two rules regarding the necessary relationship between the insider and the source of information is not relevant. Brody and Crawford note another reason that, they argue, suggests an expansive reading of Rule 14e-3 is appropriate. In O’Hagan, the Supreme Court ruled that the SEC is permitted to promulgate rules under Section 14(e), such as Rule 14e-3, that prohibit acts not themselves fraudulent under the common law if the rules are reasonably designed to prevent acts that are. ?521 U. S. at 671-73, 117 S. Ct. 2199. ? This authority derives from the prophylactic rule-making power granted to the SEC by Section 14(e), a power that has no parallel in Section 10(b). ?Id. That the SEC had more power to protect investors when it promulgated Rule 14e-3 than it did when it promulgated Rule 10b-5 does not mean, however, that the SEC exercised that power so as to protect noncontemporaneous traders under Rule 14e-3. ? And, in fact, what evidence there is demonstrates that the SEC did not intend to protect investors who could not have possibly traded with the insiders. In O’Hagan, the Supreme Court quoted at length from and afforded deference to the SEC’s explanation of why it promulgated Rule 14e-3. Part of the Federal Register excerpt quoted in O’Hagan stated: The Commission has previously expressed and continues to have serious concerns about trading by persons in possession of material, nonpublic information relating to a tender offer. ? This practice results in unfair disparities in market information and market disruption. ? Security holders who purchase from or sell to such persons are effectively denied the benefits of disclosure and the substantive protections of the [legislation that includes Section 14(e)]. 21 U. S. at 674, 117 S. Ct. 2199 (quoting 45 Fed. Reg. 60412 (1980)). This quotation evinces a particular concern for those who â€Å"purchase from or sell to† insiders, and suggests that these shareholders, and not others who trade later, are the intended beneficiaries of Rule 14e-3. ? The contemporaneous trading requirement, designed to limit the class of potential plaintiffs to only those who could have possibly traded with the insider, is therefore precisely congruent with the SEC’s expressed purpose in promulgating Rule 14e-3. In sum, Rule 10b-5 and Rule 14e-3 contain similar insider trading prohibitions, triggered by similar concerns. ? While Rule 14e-3 focuses on the tender offer context, the background history and language of Rule 14e-3 indicate that the Rule does not alter the premise that a shareholder must have traded with an insider or have traded at about the same time as an insider to be harmed by the insider’s trading. ? We conclude that there is no principled distinction between Rules 10b-5 and 14e-3 as regards the need for a contemporaneous trading allegation. We therefore extend the contemporaneous trading requirement to insider trading actions brought under Section 14(e) and Rule 14e-3 actions. ? Because Brody and Crawford traded nearly two months after they allege THC traded, they did not trade contemporaneously with THC. The district court was correct in dismissing their Rule 14e-3 insider trading claims. B.? Misrepresentation We next consider a different set of concerns addressed by the securities laws: Rule 10b-5 and Section 14(e)’s explicit prohibition against the making of untrue or misleading statements. The plaintiffs do not maintain that either press release issued by THC was untrue. ? They do argue, though, that THC violated the prohibitions against making misleading statements when it issued the two press releases here at issue. ? In order to survive a motion to dismiss under the heightened pleading standards of the Private Securities Litigation Reform Act (â€Å"PSLRA†), the plaintiffs’ complaint must spe cify the reason or reasons why the statements made by THC were misleading. ?15 U. S. C.  §? 78u-4(b) (1); see also Ronconi, 253 F. 3d at 429. As an initial matter, Brody and Crawford correctly assert that a statement that is literally true can be misleading and thus actionable under the securities laws. ? See In re GlenFed Sec. Litig. , 42 F. 3d 1541, 1551 (9th Cir. 1994). ? But they err when they argue that in order for a statement not to be misleading, â€Å"once a disclosure is made, there is a duty to make it complete and accurate. † This proposition has no support in the case law. ?Rule 10b-5 and Section 14(e) in terms prohibit only misleading and untrue statements, not statements that are incomplete. Similarly, the primary case upon which Brody and Crawford rely for their innovative completeness rule supports only a rule requiring that parties not mislead. ? Virginia Bankshares, Inc. v. Sandberg, 501 U. S. 1083, 1098 n. 7, 111 S. Ct. 2749, 115 L. Ed. 2d 929 (1991). ? Often, a statement will not mislead even if it is incomplete or does not include all relevant facts. 8 ? Further, a completeness rule such as Brody and Crawford suggest could implicate nearly all public statements potentially affecting securities sales or tender offers. No matter how detailed and accurate disclosure statements are, there are likely to be additional details that could have been disclosed but were not. ? To be actionable under the securities laws, an omission must be misleading; in other words it must affirmatively create an impression of a state of affairs that differs in a material way from the one that actually exists. ? See McCormick v. The Fund American Cos. , 26 F. 3d 869, 880 (9th Cir. 1994). We conclude that neither Rule 10b-5 nor Section 14(e) contains a freestanding completeness requirement; the requirement is that any public statements companies make that could affect security sales or tender offers not be misleading or untrue. ? Thus, in order to survive a motion to dismiss under the heightened pleading standards of the Private Securities Litigation Reform Act (â€Å"PSLRA†), the plaintiffs’ complaint must specify the reason or reasons why the statements made by THC were misleading or untrue, not simply why the statements were incomplete. 15 U. S. C.  §? 78u-4(b) (1); see also Ronconi, 253 F. 3d at 429. ?Brody and Crawford’s allegations do not comport with this requirement. ? They allege, first, that the press release issued on March 19 was misleading because it provided information about THC’s stock repurchase program but did not contain information regarding THC’s possible takeover. ? Although Brody and Crawford specify what inf ormation THC omitted, they do not indicate why the statement THC made was misleading. ? If the press elease had affirmatively intimated that no merger was imminent, it may well have been misleading. ? The actual press release, however, neither stated nor implied anything regarding a merger. ?Brody and Crawford also claim that THC’s second press release, issued on April 24, was misleading. ? Again, the plaintiffs do not argue that the press release was untrue. ? Instead, they argue that it was misleading because it stated generally that THC had received â€Å"expressions of interest† from potential acquirers, when in fact it had received actual proposals from three different parties. Importantly, the complaint does not provide an explanation as to why this general statement was misleading, nor is it self-evident that it was. A proposal is certainly an â€Å"expression of interest. † ? Moreover, the press release did not simply state that there had been vague â₠¬Å"expressions of interest;† it went on to state that the â€Å"expressions† were â€Å"from certain parties who have indicated an interest in acquiring either the entire company or in acquiring the company, with the company’s shareholders retaining their pro rata interests in Behavioral Healthcare Corporation [a THC subsidiary]. ? This specificity concerning the nature of the parties’ proposals certainly suggests that something more than preliminary inquiries had taken place. Further, the press release additionally stated that the â€Å"Board of Directors has engaged financial advisors to advise the company in connection with a possible sale. † ? This additional information again suggested proposals that were concrete enough to be taken seriously. ? And the reference to multiple parties contained in the press release suggests an ongoing auction for THC was taking place with at least two participants. In short, the press release did not give the impression that THC had not received actual proposals from three parties or otherwise mislead readers about the stage of the negotiations. ? Instead, although the press release did not provide all the information that THC possessed about its possible sale, the information THC did provide-and the reasonable inferences one could draw from that information-were entirely consistent with the more detailed explanation of the merger process that Brody and Crawford argue the press release should have included. Put another way, Brody, if he read the press release, would have been on notice, before he sold his shares, of the distinct possibility that the value of the shares would increase in the near future because of a takeover contest. 9 [11] Because Brody and Crawford have not alleged facts indicating that THC’s April 24 press release was misleading, the district court properly dismissed that aspect of the plaintiffs’ complaint. CON CLUSION Brody and Crawford have not met the contemporaneous trading requirements necessary to have standing in the insider trading claims they assert. Additionally, they have failed properly to allege misrepresentation against THC. As a result, we affirm the district court’s decision to dismiss Brody and Crawford’s complaint for failure to state a claim upon which relief could be granted. AFFIRMED FOOTNOTES 1. ?Section 10, in relevant part, states: It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange-?..... b)? To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act), any manipulative or deceptive device or contrivance in contraventio n of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. 2. Rule 10b-5 states: It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,(a)? To employ any device, scheme, or artifice to defraud,(b)? To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or(c)? To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security. 3. ?These â€Å"standing† limitations are not, of course of the constitutional variety, grounded in Article III of the Constitution, but simply delineate the scope of the implied cause of action. 4. ?Section 14(e) states: It shall be unlawful for any person to make any untrue statement of a material fact or omit to tate any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation. ? The Commission shall, for the purposes of this subsection, by rules and regulat ions define, and prescribe means reasonably designed to prevent, such acts and practices as are fraudulent, deceptive, or manipulative. . ?Rule 14e-3(a) states:(a)? If any person has taken a substantial step or steps to commence, or has commenced, a tender offer (the â€Å"offering person†), it shall constitute a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act for any other person who is in possession of material information relating to such tender offer which information he knows or has reason to know is nonpublic and which he knows or has reason to know has been acquired directly or indirectly from:(1)? The offering person,(2)? The issuer of the securities sought or to be sought by such tender offer, or(3)? Any officer, director, partner or employee or any other person acting on behalf of the offering person or such issuer, to purchase or sell or cause to be purchased or sold any of such securities or any securities convertible into or exchangeable for any such securities or any option or right to obtain or to dispose of any of the foregoing securities, unless within a reasonable time prior to any purchase or sale such information and its source are publicly disclosed by press release or otherwise. 6. ?Chiarella v. United States, 445 U. S. 222, 100 S. Ct. 1108, 63 L. Ed. d 348 (1980), considered, but did not decide, the viability of a misappropriation theory of liability under Rule 10b-5. ?445 U. S. at 235-37, 100 S. Ct. 1108. ?(A misappropriation theory extends liability to some parties who trade in a company’s securities on the basis of confidential information but who have no special relationship with the company’s shareholders. ) Following Chiarella, the SEC promulgate d Rule 14e-3, which clearly creates liability for insiders who trade in connection with a tender offer and do not disclose the inside information, regardless of their relationship to the shareholders or the source of the information. Then in 1997, the Supreme Court decided O’Hagan, answering the question left open by Chiarella and deciding that Section 10(b) and Rule 10b-5 do create liability under a misappropriation theory. ?521 U. S. at 650, 117 S. Ct. 2199. ? The upshot is that Rules 10b-5 and 14e-3 largely overlap with regard to the scope of insider trader liability, although they differ in some respects not here pertinent. ? See p. 1004, infra. 7. As we discuss below, in O’Hagan the Supreme Court approved Rule 14e-3 as a prophylactic rule designed to prevent core violations of Section 14(e). ? See p. 1004, infra. 8. ?For example, if a company reports that its sales have risen from one year to the next, that statement is not misleading even though it does not inclu de a detailed breakdown of the company’s region by region or month by month sales. 9. ?We note that Crawford sold his shares before the April 24 press release, so he could not have been influenced in his trading by the release. BERZON, Circuit Judge.

Philosophy Paper Essay Example | Topics and Well Written Essays - 1250 words - 1

Philosophy Paper - Essay Example ually ‘irrelevant’ to the real world today given the fact that it involves defying the governing laws and being ready to face the penalty that are set by these same laws. This proves to be a contradictory, shallow, and an ineffective means of achieving both political and social objectives as compared to radical attack. This paper will argue on the facts against using civil disobedience in achieving either effective revolution or a conventional political action. A revolution and conventional political action are generally movements that are in open disobedience to the laws of the governing system. However, when the defenders of these movements resort to civil disobedience, it proves fear and not being ready to achieve their objectives, as it is a feeble and weak option. This is because the defenders will try to achieve their objectives and contrarily, still strive to maintain their friendship with the governing body, which is an unsure way of winning a revolution. According to Storing (89), Malcolm X was equally against nonviolence resistance arguing that ‘there’s no such thing as nonviolent revolution†¦Ã¢â‚¬â„¢ and explaining that ‘revolution is bloody, revolution is hostile, revolution knows no compromise, revolution overturns and destroys everything that gets in its wayâ €™. Malcolm X categorically continued stating that revolution is not a compromising game for negotiations, but rather it can go to the extreme point requiring bloodshed (Storing 90). Thus in the dependence on civil disobedience, the revolutionists are merely ‘begging’ the corrupt system or society to accept them into them, which are not the basic principles in winning a revolution or any other political movement. The paper considers civil movement as portrayed in the Negro movement to point out the facts that renders it an ineffective revolutionary method. Martin Luther King clearly understood that civil disobedience is the open, nonviolent disobedience of the law and showing the

Daily plate Essay Example | Topics and Well Written Essays - 500 words

Daily plate - Essay Example My diet consists mostly of beef, iced tea and fast food. Sometimes I would have chicken and fruit but these days were not very common. I also tend to skip meals due to a busy schedule. As a result, these occurrences are empty in the excel file. I know I can improve on the kinds of food I eat in order to have a more nutritious diet. I can plan accordingly so that the amount of food I eat corresponds to the food pyramid. (Food Pyramid, n.d.) I should try and eat more vegetables, dairy products and fish. I can also avoid skipping meals because this only makes me hungrier. Consequently, I end up eating more than what I should. I know a little fat is good for my body. Nevertheless, with the data I have gathered I believe I have been eating more than the proper amount of fatty foods. From now on, I believe I should be more aware of what I eat and the nutrients it can give me. This way I can monitor the amount of carbohydrates, fat and protein I take in. Reference: Food Pyramid. (n.d.) Retr ieved on April 20, 2011 from http://www.charantia.com/30-day-challenge/learn-a-healthy-lifestyle/food-pyramid/